UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 17,
2009
CHINA HOLDINGS ACQUISITION
CORP.
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1000
N. West Street, Suite 1200
Wilmington,
DE
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (302)-295-4832
_______________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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IMPORTANT
NOTICES
In
connection with the proposed acquisition, China Ceramics Co., Ltd., a wholly
owned subsidiary of China Holdings Acquisition Corp. (“CHAC”), prepared a
Registration Statement containing a proxy statement/prospectus. A
definitive proxy statement/prospectus and a form of proxy has been mailed to the
stockholders of CHAC seeking their approval of the transaction. Before making
any voting decision, CHAC’s stockholders are urged to read the proxy statement/
prospectus regarding the merger carefully and in its entirety because it will
contain important information about the proposed merger. CHAC’s
stockholders are able to obtain, without charge, a copy of the proxy
statement/prospectus and other relevant documents filed with the U.S. Securities
and Exchange Commission from the Commission’s website at http://www.sec.gov.
CHAC’s stockholders are also be able to obtain, without charge, a copy of the
proxy statement/prospectus and other relevant documents (when available) by
directing a request by mail to Mark L. Wilson at China Holdings
Acquisition Corp., 1000 North West Street Suite
1200, Wilmington, DE. 19801 or by telephone at (302)
295-4832. CHAC and its directors and officers may be deemed to be
participants in the solicitation of proxies from CHAC’s stockholders
with respect to the proposed merger. Information about CHAC’s
directors and executive officers and their ownership of CHAC’s common
stock is set forth in the proxy statement/prospectus. Stockholders may obtain
additional information regarding the interests of CHAC and its directors and
executive officers in the merger, which may be different than those
of CHAC’s stockholders generally, by reading the proxy
statement/prospectus filed under China Ceramics Co., Ltd. and other relevant
documents regarding the proposed merger.
Item
8.01 Other Events
China Holdings Acquisition Corp.
(“CHAC”) entered into an agreement (the
“Victory
Agreement”), dated
November 17, 2009, with Victory Park Capital Advisors, LLC (“Victory
Park”), pursuant to which
funds managed by Victory Park or other purchasers acceptable to Victory Park and
CHAC may purchase up to an aggregate of up to approximately 4,000,000 shares of
CHAC’s common stock from third parties prior to CHAC’s special meeting of
stockholders. Victory Park is not an affiliate of CHAC, its officers and
directors and/or their respective affiliates, or Success Winner Limited, CHAC’s
target company and the parent entity of Jinjiang Hengda Ceramics Co., Ltd.
(“Hengda”), or its officers and directors
and/or their respective affiliates. It is anticipated that Victory Park will
effect purchases of CHAC common stock through independent, privately negotiated
transactions with third parties who are institutions or other sophisticated
investors that have voted against or indicated an intention to vote against the
redomestication of CHAC to the British Virgin Islands and the business
combination with Success Winner Limited, each of which is contemplated by the
Merger and Stock Purchase Agreement dated August 19, 2009 by and among CHAC,
China Ceramics Co., Ltd., CHAC’s wholly owned subsidiary, Hengda, Success Winner
Limited and the sole stockholder of Success Winner Limited.
Pursuant
to the Victory Agreement, CHAC will pay Victory Park a fee of 1.0% of the total
purchase price of all shares of CHAC’s common stock purchased by Victory Park
from third parties. In connection with the purchases of common stock by Victory
Park pursuant to the Victory Agreement, Victory Park and CHAC will enter into
stock purchase agreements (each, a “Victory Purchase Agreement”),
pursuant to which CHAC will agree to purchase such common stock from Victory
Park at a price equal to the aggregate purchase price paid by Victory Park for
such shares plus the 1.0% fee described above. No funds other than those payable
to Victory Park may be released from the trust account containing the net
proceeds of CHAC’s initial public offering following the consummation of the
Merger until CHAC has paid Victory Park pursuant to the Victory Purchase
Agreements in full except to converting stockholders. Such purchases, if made,
would increase the likelihood that holders of a majority of shares of CHAC’s
common stock will vote in favor of the Merger and Stock Purchase Agreement and
that holders of less than 33.33% of CHAC’s common stock will vote against the
Merger and the Stock Purchase Agreement and seek conversion of their CHAC common
stock into cash in accordance with CHAC’s amended and restated
charter.
In
addition, CHAC has entered into Stock Purchase Agreements with two of its
stockholders to purchase an aggregate of 1.3 million shares of CHAC common stock
for a purchase price of $9.79 per share. Neither of the sellers is
affiliated with CHAC or Success Winner Limited, or any of their respective
officers and directors and/or their respective affiliates. One of the
stockholders, Del Mar Asset Management, LP. was, however, a greater than 5%
stockholder of CHAC’s common stock. Pursuant to the purchase
agreements, such stockholders have agreed not to exercise their conversion
rights or, if they have already exercised their conversion rights, to withdraw
and revoke such exercise.
The
purchase of shares of CHAC common stock pursuant to these agreements will reduce
the number of shares available to seek redemption of their common stock for
cash. The purchase of common stock pursuant to these agreements will take
place concurrently with or following the closing of the redomestication and
business combination and will be paid for with funds that will be released from
CHAC’s trust account upon consummation of the redomestication and business
combination.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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No.
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Description
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99.1
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Press
Release dated November 17, 2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: November
17, 2009
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CHINA
HOLDINGS ACQUISITION CORP. |
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By:
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/s/
Paul K. Kelly |
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Name:
Paul K. Kelly |
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Title:
Chairman and Chief Executive Officer |
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EXHIBIT
INDEX
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No.
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Description
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99.1
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Press
Release dated November 17, 2009
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